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Adjacent City Property (including without limitation maintenance, walkways, and any other physical
<br />improvements), use of the Adjacent City Property, or any performance required of Developer under
<br />this Agreement as to the Adjacent City Property. Developer shall indemnify, defend and hold
<br />harmless the City, its officers, officials, directors, employees, and agents (and the Agency, its
<br />officers, officials, directors, employees, and agents) from and against any or all loss, liability,
<br />expense, claim, costs (including costs of defense), suits, and damages of every kind, nature and
<br />description directly or indirectly arising from the performance of the work or use of public property
<br />and/or from or in connection with the condition of the Adjacent City Property (including without
<br />limitation maintenance, walkways, and any other physical improvements), use of the Adjacent City
<br />Property, or any performance required of Developer under this Agreement as to the Adjacent City
<br />Property. This paragraph shall not be construed to exempt the City, its employees and officers from
<br />its own fraud, willful injury or violation of law where the City has acted willfully or at its sole
<br />negligence. For purposes of Section 2782 of the Civil Code the parties hereto recognize and agree
<br />that this Agreement is a construction contract. Developer acknowledges and agrees that it has read
<br />and understands the provisions hereof and that this paragraph is a material element of consideration,
<br />and that but for the entering into this obligation by Developer, the Agency would not approve this
<br />Agreement or convey the Property to the Developer. Approval of the insurance contracts does not
<br />relieve the Developer or its contractors from liability under this paragraph.
<br />(d) Insurance Requirements. The Developer shall execute and deliver to
<br />City or cause its contractor(s) to execute and deliver to City the Certificate of Insurance in form
<br />required under this Agreement.
<br />(e) Maintenance shall be accomplished in conformity with the
<br />"Maintenance Standards", as hereinafter defined, of the private improvements and public
<br />improvements and landscaping on and abutting the Property and/or the Adjacent City Property. Said
<br />improvements shall include, but not be limited to, buildings, sidewalks, landscaping, irrigation of
<br />landscaping, architectural elements identifying the Property and any and all other improvements on
<br />the Property and, to the extent required by City as a condition of approval, in the public right-of-way
<br />to the nearest curbline(s) abutting the Property.
<br />1. Landscape maintenance shall include, but not be limited to:
<br />watering/irrigation; fertilization; mowing; edging; trimming of grass; tree and shrub pruning;
<br />trimming and shaping of trees and shrubs to maintain a healthy, natural appearance and safe road
<br />conditions and visibility, and irrigation coverage; replacement, as needed, of all plant materials;
<br />control of weeds in all planters, shrubs, lawns, ground covers, or other planted areas; and staking for
<br />support of trees.
<br />2. Clean-up maintenance shall include, but not be limited to:
<br />maintenance of all sidewalks, paths and other paved areas in clean and weed -free condition;
<br />maintenance of all such areas clear of dirt, mud, trash, debris or other matter which is unsafe or
<br />unsightly; removal of all trash, litter and other debris from improvements and landscaping prior to
<br />mowing; clearance and cleaning of all areas maintained prior to the end of the day on which the
<br />maintenance operations are performed to ensure that all cuttings, weeds, leaves and other debris are
<br />properly disposed of by maintenance workers.
<br />3. All maintenance work shall conform to all applicable federal
<br />and state Occupation Safety and Health Act standards and regulations for the performance of
<br />maintenance.
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